employeeagreement.htm


     

    Employee
Agreement 

     

    
      

      

    

     

     

    Exhibit
10.4

    


     

    EMPLOYMENT
AGREEMENT

     

    EMPLOYMENT
AGREEMENT (this “Agreement”), is
entered into as of the 1st  day
of May, 2009, by and between John Wiley & Sons, Inc., a New York
corporation, with offices at 111 River Street, Hoboken, New Jersey 07030
(hereinafter referred to as the “Company”), and Stephen M. Smith
presently residing at XXXXXXXXX (hereinafter referred to as “Executive”), WHEREAS,
the executive is currently employed as EVP & Chief Operating
Officer of the Company, and Executive desires to serve the Company in
such capacity.

     

    NOW
THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

     

    1.           Employment.  The
Company agrees to employ Executive and Executive agrees to be employed by the
Company for the Period of Employment (as defined below) and upon the terms and
conditions provided in this Agreement.

     

    2.           Position
and Responsibilities.

     

    (a)           During
the Period of Employment, Executive will serve as EVP & Chief Operating
Officer of the Company, and subject to the direction of the Company’s
Chief Executive Officer (“CEO”) will perform such duties
and exercise such supervision with regard to the business of the Company as are
associated with such position, as well as such other duties as may be prescribed
from time to time by the CEO.  Executive shall be subject to and shall
observe and carry out such reasonable rules, regulations, policies, directions
and restrictions consistent with the duties to be performed by Executive
hereunder as the Company shall from time to time establish.

     

    (b)           Executive
will, during the Period of Employment, devote Executive’s full business time and
attention to the faithful and competent performance of services for the
Company.  Executive hereby represents and warrants to the Company that
Executive has no obligations under any existing employment or service agreement
and that Executive’s performance of the services required of Executive hereunder
will not conflict with any other existing obligations or
commitments.  Nothing in this Agreement shall preclude Executive from
engaging, consistent with Executive’s duties and responsibilities hereunder, in
charitable and community affairs.

     

    (c)           Executive
shall perform the duties contemplated hereunder at the principal executive
office of the Company and at such other locations as may be reasonably necessary
to the performance of such duties, and Executive shall do such traveling as may
be reasonably required of Executive in the performance of such
duties.

     

    3.           Period of
Employment.  The period of Executive’s employment under this
Agreement (the “Period
of Employment”) will begin on May 1st,
2009 (the “Commencement Date”),
and end on the second anniversary thereof, subject to earlier termination and
further renewal as provided in this Agreement.  Executive’s Period of
Employment shall automatically renew for subsequent two year periods, subject to
the terms of this Agreement, unless either party gives written notice 90 days or
more prior to the expiration of the then existing Period of Employment of
Executive’s or the Company’s decision not to renew.  A decision by the
Company not to renew other than as a result of Executive’s death or Disability
(as defined below), and other than in circumstances which would give rise to a
Termination for Cause (as defined below) shall be treated as a Without Cause
Termination (as defined below), and so governed by the provisions of Section 9
hereof.

     

    4.           Compensation and
Benefits.  For all services rendered by Executive pursuant to
this Agreement during the Period of Employment, including services as an
executive, officer, director or committee member of the Company or any of its
subsidiaries or affiliates, Executive will be compensated as
follows:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a)           Base
Salary.  The Company will pay Executive a fixed base salary
(“Base Salary”) of not less than $600,000 per annum.  Executive will
be eligible to receive annual increases as recommended by the CEO and deemed
appropriate by the Company’s Board of Directors (the “Board”), in accordance
with the Company’s customary procedures regarding the salaries of senior
officers.  Base Salary will be payable according to the customary
payroll practices of the Company but in no event less frequently than once each
month.

     

    (b)           Executive Compensation
Plans.  Executive shall be eligible to participate in all of
the Company’s executive compensation plans in effect on the date hereof in which
any senior executive of the Company is eligible to participate, including but
not limited to the Company’s Executive Annual Incentive Plan (the “EAIP”), the Company’s
Annual Strategic Milestones Incentive Plan, and the Company’s Long Term
Incentive Plan (the “LTIP”), or
equivalents, as such plans are amended or restated from time to time, for so
long as such plans remain in effect.  Nothing in this Agreement shall
require the Company or its affiliates to establish, maintain or continue any
executive compensation plan or restrict the right of the Company or any of its
affiliates to amend, modify or terminate any such plan.

     

    (c)           Participation in Benefit
Plans.  To the extent that Executive’s participation or
coverage is not duplicative of that provided under an executive compensation
plan or arrangement in which Executive is eligible to participate, the Company
shall afford Executive with an opportunity to participate in any health care,
dental, disability insurance, life insurance, retirement, savings and any other
employee benefits plans, policies or arrangements which the Company maintains
for its employees in accordance with the written terms of such plans, policies
or arrangements.  Nothing in this Agreement shall require the Company
or its affiliates to establish, maintain or continue any benefit plans, policies
or arrangements or restrict the right of the Company or any of its affiliates to
amend, modify or terminate any such benefit plan, policy or
arrangement.

     

    Because
the Executive has been a participant in the Company’s UK and US retirement plans
at various points during his tenure at Wiley, his retirement benefit will be
governed by Attachment A.  The terms and conditions of Attachment A
are incorporated herein by reference and made a part of this Agreement as if
fully set forth herein.

     

    (d)           Vacations, Holidays or
Temporary Leave. Executive shall be entitled to take five weeks of
vacation per calendar year, or such greater amount, if any, as provided in the
policies of the Company then applicable to Executive, without loss or diminution
of compensation.  Such vacation shall be taken at such time or times
consistent with the needs of the Company’s business.  Executive shall
further be entitled to the number of paid holidays, and leaves for illness or
temporary disability in accordance with the Company’s policies as such policies
may be amended from time to time or terminated in the Company’s sole
discretion.

     

    5.           Other
Offices.  Executive agrees to serve without additional
compensation, if elected or appointed thereto, as an officer or director of any
of the Company’s subsidiaries or affiliates or as any other officer of the
Company.

     

    6.           Business
Expenses.  The Company will reimburse Executive for all
reasonable travel and other expenses incurred by Executive in connection with
the performance of Executive’s duties and obligations under this
Agreement.  Executive will comply with such limitations and reporting
requirements with respect to expenses as may be established by Company from time
to time and will promptly provide all appropriate and requested documentation in
connection with such expenses.

     

    7.           Disability.  If
Executive becomes Disabled (as defined below) during the Period of Employment,
the Company may, in its discretion, hire a permanent replacement to fill the
position previously held and to perform the duties previously performed by
Executive, provided, however, the Company
shall continue Executive’s employment with the Company on an inactive basis to
the extent necessary to continue to maintain Executive’s eligibility for
benefits available under the Company’s Group Long-Term Disability Insurance Plan
or under any generally similar plan then in effect (the “LTD Plan”) and such
other employee benefit plans that are generally available to employees receiving
benefits under the LTD Plan, in accordance with the terms of  such
plan(s) as they may be amended from time to time.  For purposes of
this Agreement, “Disabled” or “Disability” means
Executive’s inability, because of mental or physical illness or incapacity,
whether total or partial, to perform one or more of the primary duties of
Executive’s employment, with or without reasonable accommodation, for a length
of time that the Company determines is sufficient to satisfy such obligations as
it may have under the Family and Medical Leave Act (“FMLA”) and such
“reasonable accommodation” obligations it may have under federal, state or local
disability laws.  Upon Executive’s entitlement to receive benefits
available under the LTD Plan and such other benefits generally available to
employees receiving benefits under the LTD Plan, the Company’s obligation to
provide Executive compensation and other benefits pursuant to Section 4 hereof
shall cease.  In the event that Executive ceases to be Disabled and
Executive is able to return to work and Executive’s former position is not open,
the Company will endeavor to find, and will work interactively with Executive to
find, a position of comparable responsibility, compensation and benefits and to
reinstate Executive to such position, if such a position is available at the
conclusion of Executive’s disability leave of absence.  Prior to
restoration of Executive to active employment with the Company, Executive shall
cooperate in obtaining all fitness for duty certifications from Executive’s
treating physician(s) and such other physicians as the Company may request in
accordance with the FMLA and federal, state and local disability and worker’s
compensation laws.  Within fifteen (15) days of receipt of all medical
certification(s) requested by the Company, if the Company does not restore
Executive to active employment with the Company, then at that time Executive’s
employment with the Company will be deemed to have terminated. Under the policy
currently in effect for employees of the Company, such termination will be
treated as a Without Cause Termination in accordance with Paragraph 9(a) below,
provided the Executive has not then attained the age of 65.  Nothing
in this Agreement shall require the Company to continue such policy, and such
termination shall be treated in accordance with the policy applicable at the
time the Executive becomes disabled.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.           Death.  In
the event of the death of Executive during the Period of Employment, the Period
of Employment will end and the Company’s obligation to make payments under this
Agreement will cease as of the date of death, except that the Company will pay
Executive’s beneficiary designated for purposes of Executive’s life insurance
provided by the Company or absent such designation to Executive’s estate
Executive’s Base Salary until the end of the month in which Executive dies, and
except for any rights and benefits of Executive under the benefit plans and
programs of the Company including, without limitation, the SERP (as defined
below) in which Executive is a participant, as determined in accordance with the
terms and provisions of such plans and programs.  The payout under the
EAIP, or equivalent, for the fiscal year in which Executive’s death occurs,
shall be annualized and paid at the normal time to Executive’s estate pro rata
to the date of death.  The payment, in shares, for any executive long
term incentive plan established by the Company, the plan cycle of which ends
within 12 months after the date of Executive’s death, shall be paid based on
actual performance within 2 1⁄2 months after the end of the plan period to
Executive’s estate.

     

    9.           Effect of Termination of
Employment.

     

    (a)           Without Cause Termination
and Constructive Discharge Absent a Change of Control.  If
Executive’s employment terminates during the Period of Employment prior to the
occurrence of a Change of Control (as defined below) due to a Without Cause
Termination (as defined below) or a Constructive Discharge (as defined below),
subject to Executive executing a general release of claims as more fully
described in Section 9(f) hereof, then the Company will pay or provide Executive
(or Executive’s surviving spouse, estate or personal representative, as
applicable) the following payments and/or benefits upon such
event:  (i) Base Salary earned but unpaid as of the effective date of
such termination of employment; (ii) a lump sum payment equal to the Severance
Pay Amount (as defined below); (iii) all payments and benefits to which
Executive may be entitled pursuant to the terms and conditions of the SERP; (iv)
all payments and benefits to which Executive may be entitled pursuant to the
terms and conditions of the Company’s Non-Qualified Supplemental Benefit Plan;
and (v) coverage during the Benefits Continuation Period (as defined below)
under the following employee benefit plans or provisions for comparable benefits
outside such plans, but only to the extent comparable coverage is not provided
by any new employer, (x) the Company’s Group Health Insurance Program, (y) the
LTD Plan (as provided under such plan, Executive shall be required to pay the
premium), and (z) the Company’s Group Life and Accidental Death and
Dismemberment Insurance (at the levels in effect at the date of termination of
employment).  If coverage under clause (v) cannot be provided on a
tax-advantaged basis under the Company’s employee benefit programs, the Company
will make a supplemental lump-sum payment to the Executive such that his
after-tax cost of coverage will be no greater than the cost for such coverage to
a similarly-situated employee under the respective program.  Any
increase in premium cost resulting from a change in the Executive’s coverage
election shall be borne by the Executive.  In order to receive such
continued medical and dental coverage, the Executive must be eligible for and
elect continuation coverage under “COBRA” under the terms of the applicable
program for the first 18 months of such coverage.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)           Without Cause Termination
and Constructive Discharge Following a Change of Control.  If
Executive’s employment terminates during the Period of Employment due to a
Without Cause Termination or a Constructive Discharge within the twenty-four
(24) month period following a Change of Control, then, subject to Executive
executing a general release of claims as more fully described in Section 9(f)
hereof, in addition to the payments and benefits described in 9(a) hereof, the
Company will provide Executive (or Executive’s surviving spouse, estate or
personal representative, as applicable) the following payments and/or benefits
upon such event:  (i) the “target incentive amount” under any
executive annual incentive plan established by the Company for the fiscal year
in which Executive’s termination of employment occurs, prorated to reflect
Executive’s partial year of employment; (ii) accelerated vesting of all “target”
restricted performance shares awarded to Executive under any executive long term
incentive plan established by the Company  outstanding on the date of
Change in Control but not yet vested; and  (iii) accelerated vesting
of all other stock options and restricted stock granted to Executive under any
executive long term incentive plan established by the Company outstanding on the
date of the Change in Control but not yet vested on the effective date of
termination of employment.

     

    (c)          
Without Cause
Termination if Executive is Not Appointed CEO.  
Notwithstanding the foregoing, in the event that Executive is not appointed CEO,
and during the new CEO’s first twelve (12) months of employment the new CEO
terminates Executive’s employment in circumstances constituting a Without Cause
Termination (as defined below), or if the new CEO offers Executive a position
that can be construed as Constructive Discharge (as defined below), and in
circumstances in which no Change of Control (as defined below) has occurred,
then, subject to Executive executing a general release of claims as more fully
described in Section 9(f) hereof, in addition to the payments and benefits
described in 9(a) hereof, the Company will provide Executive the following
payments and/or benefits upon such event:  (i) if requested by the
Executive, repatriation to the UK, including airfare for the Executive and his
family, shipment of household effects, realtor fees and closing costs for
Executive’s primary US residence, and US and UK tax preparation assistance for
all years where a US tax obligation exists; (ii)  the actual incentive
amount earned by Executive under any executive annual incentive plan established
by the Company for the fiscal year in which Executive’s termination occurs,
prorated to reflect Executive’s partial year of employment; (iii) accelerated
vesting of all restricted performance shares earned by Executive under any
executive long term incentive plan established by the Company for the plan cycle
which ends within 12 months after the effective date of termination; and (iv)
accelerated vesting of all stock options and restricted stock granted to
Executive under any executive long term incentive plan established by the
Company but not yet vested on the effective date of termination of
employment.

     

    (d)           Termination for Cause;
Resignation.  If Executive’s employment terminates due to a
Termination for Cause (as defined below) or a Resignation (as defined below),
Base Salary earned but unpaid as of the date of such termination will be paid to
Executive in a lump sum and the Company will have no further obligations to
Executive hereunder.  In the event any termination of Executive’s
employment for any reason, Executive if so requested by the Company agrees to
assist in the orderly transfer of authority and responsibility to Executive’s
successor.

     

    (e)           Definitions.  For
purposes of this Agreement, the following capitalized terms have the following
meanings:

     

    (i)           “Benefits Continuation
Period” means that number of months which is equal to the number of
months of Base Salary that Executive receives as a lump sum severance payment in
accordance with Sections 9(a) or 9(b) hereof.

     

    (ii)           “Change of Control”
shall have the meaning set forth in the SERP.

     

    (iii)           “Constructive
Discharge” means:  (A) any material failure by the Company to
fulfill its obligations under this Agreement (including, without limitation, any
reduction of Base Salary, as the same may be increased during the Period of
Employment, or other material element of compensation);  (B) a
material and adverse change to, or a material reduction of, Executive’s duties
and responsibilities to the Company;  or (C) the relocation of
Executive’s primary office to any location more than fifty (50) miles from the
Company’s principal executive offices, resulting in a materially longer commute
for Executive.  Executive will provide the Company a written notice
which describes the circumstances being relied upon for all terminations of
employment by Executive resulting from any circumstances claimed to be a
Constructive Discharge thirty (30) days after the event giving rise to the
notice.  The Company will have thirty (30) days after receipt of such
notice to remedy the situation prior to Executive’s termination of employment
due to a Constructive Discharge.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iv)           “Resignation” means a
termination of Executive’s employment by Executive, other than in connection
with Executive’s Disability pursuant to Section 7 hereof, Death pursuant to
Section 8 hereof or Constructive Discharge pursuant to Sections 9(a), 9(b) or
9(c) hereof.  A termination of Executive’s employment under this
Agreement shall mean the ceasing of employment with the Company.  For
purposes of this Agreement:

     

    
      	
               
      

            	
              (A)

            	
              the
      Executive shall not be treated as having incurred a voluntary termination
      of employment while on military leave, sick leave, or other bona fide
      leave of absence if the period of such leave does not exceed six months,
      or if longer, so long as the Executive’s right to reemployment with the
      Company is provided either by statute or by contract.  If the
      period of leave exceeds six months and the right to reemployment is not
      provided either by statute or by contract, the employment relationship is
      deemed to terminate on the first date immediately following such six-month
      period.

            


    

     

    
      	
               
      

            	
              (B)

            	
              Whether
      the Executive shall have incurred a termination of employment shall be
      determined based on all relevant facts and circumstances.  In
      situations in which the Executive continues to be carried on the payroll
      of the Company but performs only nominal services, or ceases to be an
      employee but continues to provide substantial services in another
      capacity, such as pursuant to a consulting agreement, the determination of
      whether a termination of employment has occurred shall be determined in
      accordance with Final Regulations Section 1.409A-1(h)(1)(ii), or any
      successor thereto.

            


    

     

    (v)           “SERP” means the
Company’s Supplemental Executive Retirement Plan, as amended or restated from
time to time.

     

    (vi)           “Severance Pay Amount”
means, with respect to a termination of employment covered under Section 9(a),
the Executive’s then current Base Salary payable during one month multiplied by
twenty four (24).  “Severance Pay Amount” means, with respect to a
termination of employment covered under Section 9(b) or 9(c), the sum of
Executive’s then current Base Salary payable during one month, plus one-twelfth
of Executive’s most recent target annual incentive under any executive annual
incentive plan established by the Company, multiplied by twenty-four
(24).

     

    (vii)           “Termination for
Cause” means:  (A) Executive’s refusal  or willful
and continued failure to substantially perform Executive’s material duties to
the best of Executive’s ability under this Agreement (for reasons other than
death or disability), in any such case after written notice thereof; (B)
Executive’s gross negligence in the performance of Executive’s material duties
under this Agreement; (C) any act of fraud, misappropriation, material
dishonesty, embezzlement, willful misconduct or similar conduct; (D) Executive’s
conviction of or plea of guilty or nolo contendere to a felony or any crime
involving moral turpitude; or (E) Executive’s material and willful violation of
any of the Company’s reasonable rules, regulations, policies, directions and
restrictions.

     

    (viii)           “Without Cause
Termination” or “Terminated Without
Cause” means termination of Executive’s employment by the Company other
than in connection with Executive’s Disability pursuant to Section 7 hereof,
death pursuant to Section 8 hereof or Constructive Discharge pursuant to
Sections 9(a), 9(b) or 9(c) hereof, or the Company’s Termination for Cause of
Executive.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f)           Conditions to
Payment.  All payments and benefits due to Executive under this
Section 9 shall be contingent upon the execution by Executive (or Executive’s
beneficiary or estate) of a general release of all claims to the maximum extent
permitted by law against the Company, its affiliates, and their current and
former officers, directors, employees and agents in such form as determined by
the Company in its sole discretion.

     

    (g)           No Other
Payments.  Except as provided in this Section 9, Executive
shall not be entitled to receive any other payments or benefits from the Company
due to the termination of Executive’s employment, including but not limited to,
any employee benefits under any of the Company’s employee benefits plans or
arrangements (other than at Executive’s expense under the Consolidated Omnibus
Budget Reconciliation Act of 1985 or pursuant to the written terms of any
pension benefit plan in which Executive is a participant in which the Company
may have in effect from time to time) or any right to severance
benefits.  Notwithstanding the foregoing sentence, in the event of a
termination of employment by Executive under the circumstances described in
Section 9(b) hereof following a Change of Control, nothing in this Agreement
shall reduce Executive’s entitlement, if any, to any payment or benefit pursuant
to the LTIP resulting from Executive’s termination of employment following a
Change of Control.

     

    (h)           Conditional Payments and
Limitations.

     

    (i)           In
the event that (A) any payment or benefit received or to be received by
Executive pursuant to the terms of this Agreement or of any other plan,
arrangement or agreement of the Company (or any affiliate) (together, the “Payments”) would, in
the opinion of independent tax counsel selected by the Company and reasonably
acceptable to Executive (“Tax Counsel”), be
subject to the excise tax (the “Excise Tax”) imposed
by section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (in whole or
in part), determined as provided below, and (B) the present value of the
Payments is less than 115% of the present value of an amount calculated such
that no portion of the Payments would be subject to the Excise Tax, then the
Payments shall be reduced (but not below zero) until no portion of the payments
would be subject to the Excise Tax.  In the event that (C) the
Payments would, in the opinion of Tax Counsel, be subject to the Excise Tax (in
whole or in part), determined as provided below, and (D) the present value of
the Payments is equal to or greater than 115% of the present value of an amount
calculated such that no portion of the Payments would be subject to the Excise
Tax, then the Company shall pay to Executive, at the time specified in Section
9(h)(vi) below, an additional amount (the “Gross-Up Payment”)
such that the net amount retained by Executive, after deduction of the Excise
Tax on the Payments and any federal, state and local income tax and Excise Tax
upon the Gross-Up Payment provided for by this Section 9(h), and any interest,
penalties or additions to tax payable by Executive with respect thereto, shall
be equal to the total present value of the Payments at the time such Payments
are to be made.

     

    (ii)           For
purposes of determining whether any of the Payments will be subject to the
Excise Tax and the amounts of such Excise Tax:  (1) the total amount
of the Payments shall be treated as “parachute payments” within the meaning of
section 280G(b)(2) of the Code, and all “excess parachute payments” within the
meaning of section 280G(b)(1) of the Code shall be treated as subject to the
Excise Tax, except to the extent that, in the opinion of Tax Counsel, a Payment
(in whole or in part) does not constitute a “parachute payment” within the
meaning of section 280G(b)(2) of the Code, or such “excess parachute payments”
(in whole or in part) are not subject to the Excise Tax; (2) the amount of the
Payments that shall be treated as subject to the Excise Tax shall be equal to
the lesser of (A) the total amount of the Payments or (B) the amount of “excess
parachute payments” within the meaning of section 280G(b)(1) of the Code (after
applying clause (1) hereof); and (3) the value of any noncash benefits or any
deferred payment or benefit shall be determined by Tax Counsel in accordance
with the principles of sections 280G(d)(3) and (4) of the Code.

     

    (iii)           In
the event that by reason of the application of this Section 9(h), the Payments
to Executive shall be reduced.  Such reduction shall be applied to the
Payments to be made soonest in time to the Executive’s termination of
employment, to the extent necessary to avoid Excise Tax.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     (iv)           For
purposes of determining the amount of the Gross-Up Payment, Executive shall be
deemed to pay federal income taxes at the highest marginal rates of federal
income taxation applicable to the individuals in the calendar year in which the
Gross-Up Payment is to be made and state and local income taxes at the highest
marginal rates of taxation applicable to individuals as are in effect in the
state and locality of Executive’s residence in the calendar year in which the
Gross-Up Payment is to be made, net of the maximum reduction in federal income
taxes that can be obtained from deduction of such state and local taxes taking
into account any limitations applicable to individuals subject to federal income
tax at the highest marginal rates.

     

    (v)           The
Gross-Up Payment provided for in Section 9(h)(i) hereof shall be made upon the
earlier of (A) the making to Executive of any Payment or (B) the imposition upon
Executive or payment by Executive of any Excise Tax.

     

    (vi)           If
it is established pursuant to a final determination of a court or an Internal
Revenue Service proceeding or the opinion of Tax Counsel that the Excise Tax on
Covered Payments is less than the amount taken into account under Section
9(h)(i) hereof, Executive shall repay to the Company within five days of
Executive’s receipt of notice of such final determination or opinion the portion
of the Gross-Up Payment attributable to such reduction (plus the portion of the
Gross-Up Payment attributable to the Excise Tax and federal, state and local
income tax imposed on the Gross-Up Payment being repaid by Executive if such
repayment results in a reduction in Excise Tax or a federal, state and local
income tax deduction) plus any interest received by Executive on the amount of
such repayment.  If it is established pursuant to a final
determination of a court or an Internal Revenue Service proceeding or the
opinion of Tax Counsel that the Excise Tax on Covered Payments exceeds the
amount taken into account hereunder (including by reason of any payment the
existence or amount of which cannot be determined at the time of the Gross-Up
Payment), the Company shall make an additional Gross-Up Payment in respect of
such excess within five days of the Company’s receipt of notice of such final
determination or opinion.  Executive acknowledges that the timing of
the Gross-Up Payment made by the Company to the Executive pursuant to Section
9(h) hereof is for the benefit of the Executive, and that any repayment of such
Gross-Up Payment by Executive to the Company that may subsequently be required
pursuant to this Section 9(h)(vi) is solely for the purposes of the Company’s
recoupment of compensation that the Company overpaid to Executive.

     

    (i)           Timing of Severance Payments
and Compliance with Code Section 409A.

     

    (i)           Payments
of earned but unpaid Base Salary required to be made under Section 9(a)(i) shall
be made as of the next regular payroll date following the Executive’s
termination of employment.

     

    (ii)           Payments
of Severance Pay Amounts required to be made under Section 9(a)(ii) shall be
made within ten business days following the later of the date the Company
receives the release of claims described in Section 9(f) properly executed by
the Executive, and the expiration of any period permitted for the Executive to
revoke the Agreement after its execution; provided, however, that in no event
may Executive return the executed release of claims later than 90 days after
termination of employment (or, if earlier, the end of the second month following
the later of the end of the Company’s taxable year or the Executive’s taxable
year).

     

    (iii)           The
reimbursement of an eligible expense hereunder, including any reimbursement of
taxes, shall be made promptly upon the Executive’s submission of request for
reimbursement, accompanied by evidence of such expense reasonably acceptable to
the Company, but in any event on or before the last day of the Executive’s
taxable year following the taxable year in which the expense was incurred;
provided, however, that the supplemental payment with respect to the tax cost of
continuation employee benefit coverage under Section 9(a) shall be paid under
Section 9(i)(ii) above.

     

    (iv)           The
payment of “target incentive amounts” as described in Section 9(b)(i) and
“target” restricted performance shares as described in Sections 9(b)(ii) shall
be made as described in Section 9(i)(ii).

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (v)           Each
of the payments and benefits under Section 9(a) or (b) above are designated as
separate payments for purposes of the short-term deferral rules under Treasury
Regulation Section 1.409A-1(b)(4)(i)(F), the exemption for involuntary
terminations under separation pay plans under Treasury Regulation Section
1.409A-1(b)(9)(iii), and the exemption for medical expense reimbursements under
Treasury Regulation Section 1.409A-1(b)(9)(v)(B).  As a result, (1)
any payments that become vested as a result of a qualifying termination that are
made on or before the 15th day of the third month following the later of the end
of the Company’s taxable year or the end of the Executive’s taxable year in
which occurs the Executive’s termination of employment, (2) any additional
payments that are made on or before the last day of the second calendar year
following the year of the Executive’s termination and do not exceed the lesser
of two times Base Salary or two times the limit under Code Section 401(a)(17)
then in effect, and (3) the payment of medical expenses within the applicable
COBRA period, are exempt from the requirements of Code Section
409A.  If Executive is designated as a “specified employee” within the
meaning of Code Section 409A and Section 3.6 of the SERP, to the extent that any
deferred compensation payments to be made during the first six month period
following Executive’s termination of employment exceed such exempt amounts, the
payments shall be withheld and the  amount of the payments withheld
will be paid in a lump sum (with interest at the rate paid on 12-month Treasury
bills as of the date of Executive’s termination of employment), during the
seventh month after Executive’s termination.  The Company shall
identify in writing delivered to the Executive any payments it reasonably
determines are subject to delay under this Section 9(i)(vi).  In no
event shall the Company have any liability or obligation with respect to taxes
for which the Executive may become liable as a result of the application of Code
Section 409A.

     

    10.           Other Duties of Executive
During and After the Period of Employment.

     

    (a)           Non-Competition and
Non-Disclosure Agreement.  Simultaneously with the execution of
this Agreement, Executive agrees to execute and to comply with the terms of the
Non-Competition and Non-Disclosure Agreement (hereinafter referred to as the
“Non-Competition
Agreement”) in the form provided to Executive by the
Company.  The terms and conditions of the Non-Competition Agreement
are incorporated herein by reference and made a part of this Agreement as if
fully set forth herein.

     

    (b)           Agreement To
Arbitrate.  Simultaneous with the execution of this Agreement,
Executive agrees to execute and to comply with the terms of the Agreement to
Arbitrate (hereinafter referred to as the “Agreement to
Arbitrate”) in the form provided to Executive by the
Company.  The terms and conditions of the Agreement to Arbitrate are
incorporated herein by reference and made a part of this Agreement as if fully
set forth herein.

     

    11.           Indemnification.  The
Company will indemnify Executive to the fullest extent permitted by the laws of
the state of the Company’s incorporation in effect at that time, or the
certificate of incorporation and by-laws of Company, whichever affords the
greater protection to Executive.

     

    12.           Mitigation.  Executive
will not be required to mitigate the amount of any payment provided for
hereunder by seeking other employment or otherwise, nor will the amount of any
such payment be reduced by any compensation earned by Executive as the result of
employment by another employer after the date Executive’s employment hereunder
terminates.

     

    13.           Withholding
Taxes.  Executive acknowledges and agrees that the Company may
directly or indirectly withhold from any payments under this Agreement all
federal, state, city or other taxes that will be required pursuant to any law or
governmental regulation.

     

    14.           Effect of Prior
Agreements.  This Agreement, together with the Non-Competition
Agreement and the Agreement to Arbitrate, constitute the sole and entire
agreements and understandings between Executive and the Company with respect to
the matters covered thereby, and there are no other promises, agreements,
representations, warranties or other statements between Executive and the
Company in respect to such matters not expressly set forth in these
agreements.  These agreements supersede all prior and contemporaneous
agreements, understandings or other arrangements, whether written or oral,
concerning the subject matter thereof.  Upon execution of this
Agreement, Executive’s existing employment agreement with the Company shall be
superseded by this Agreement in its entirety and shall be of no further force
and effect.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    15.           Notices.  Any
notice required, permitted, or desired to be given pursuant to any of the
provisions of this Agreement shall be deemed to have been sufficiently given or
served for all purposes if delivered in person or sent by registered or
certified mail, return receipt requested, postage and fees prepaid, as
follows:

     

    If to the
Company, at:

    


    John
Wiley & Sons, Inc.

    111 River
Street

    Hoboken,
New Jersey 07030

    Attention:  Chief
Executive Officer

    


    with a copy to:

    


    John
Wiley & Sons, Inc.

    111 River
Street

    Hoboken,
New Jersey 07030

    Attention:
General Counsel

    


    If to
Executive, at:

    


    XXXXXXXXXX

    __________________

    


    Either of
the parties hereto may at any time and from time to time change the address to
which notices shall be sent hereunder by notice to the other party.

     

    16.           
Assignability.  The
obligations of Executive may not be delegated and, except as expressly provided
in Section 8 hereof relating to the designation of a beneficiary in the event of
death, Executive may not, without the Company’s written consent thereto, assign,
transfer, convey, pledge, encumber, hypothecate or otherwise dispose of this
Agreement or any interest therein.  Any such attempted delegation or
disposition shall be null and void and without effect.  The Company
and Executive agree that this Agreement and all of the Company’s rights and
obligations hereunder may be assigned or transferred by the Company to and may
be assumed by and become binding upon and may inure to the benefit of any
affiliate of or successor to the Company.  The term “successor” shall
mean (with respect to the Company or any of its subsidiaries) any other
corporation or other business entity which, by merger, consolidation, purchase
of the assets, or otherwise, acquires all or a material part of the assets of
the Company.  Any assignment by the Company of its rights or
obligations hereunder to any affiliate of or successor to the Company shall not
be a termination of employment for purposes of this Agreement.

     

    17.           Modification.  This
Agreement may not be modified or amended except in writing signed by the
parties.  No term or condition of this Agreement will be deemed to
have been waived except in writing by the party charged with
waiver.  A waiver will operate only as to the specific term or
condition waived and will not constitute a waiver for the future or act on
anything other than that which is specifically waived.

     

    18.           Governing
Law.  This Agreement will be construed and interpreted pursuant
to the laws of the State of New York, without regard to such State’s conflict of
law rules.

     

    19.           Separability.  All
provisions of this Agreement are intended to be severable.  In the
event any provision or restriction contained herein is held to be invalid or
unenforceable in any respect, in whole or in part, such finding will in no way
affect the validity or enforceability of any other provision of this
Agreement.  The parties hereto further agree that any such invalid or
unenforceable provision will be deemed modified so that it will be enforced to
the greatest extent permissible under law, and to the extent that any court of
competent jurisdiction determines any restriction herein to be unreasonable in
any respect, such court may limit this Agreement to render it reasonable in the
light of the circumstances in which it was entered into and specifically enforce
this Agreement as limited.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    20.           No
Waiver:  No course of dealing or any delay on the part of the
Company or Executive in exercising any rights hereunder shall operate as a
waiver of any such rights.  No waiver of any default or breach of
this Agreement shall be deemed a continuing waiver of any other breach or
default.

     

    21.           Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original but all of which together will constitute one and the
same instrument.

     

    IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered, effective as of the date first indicated above by a duly authorized
officer of the Company.

     

    
      
        	 
      	 
      	 
      	 
      
	
                EXECUTIVE:

              	 
      	
                JOHN
      WILEY & SONS, INC.

              	 
      
	 
      	 
      	 
      	 
      
	 
      	
                By

              	 
      	 
      
	
                Signature

              	 
      	
                Signature

              	 
      
	
                 

              	 
      	
                 

              	 
      
	
                Stephen
      M. Smith

              	 
      	
                William
      J. Pesce

              	 
      
	
                Print
      Name

              	 
      	
                Print
      Name

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                President
      and Chief Executive Officer

              	 
      
	
                Date
      Signed

              	 
      	
                Title

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                 

              	 
      	
                Date
      Signed